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0000950129-05-008353.txt : 20050816 0000950129-05-008353.hdr.sgml : 20050816 20050816171611 ACCESSION NUMBER: 0000950129-05-008353 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050816 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050816 DATE AS OF CHANGE: 20050816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SERVICE CORPORATION INTERNATIONAL CENTRAL INDEX KEY: 0000089089 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 741488375 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06402 FILM NUMBER: 051031503 BUSINESS ADDRESS: STREET 1: 1929 ALLEN PKWY STREET 2: P O BOX 130548 CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 7135225141 MAIL ADDRESS: STREET 1: P O BOX 130548 CITY: HOUSTON STATE: TX ZIP: 77219-0548 8-K 1 h28150ae8vk.htm SERVICE CORPORATION INTERNATIONAL e8vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 16, 2005 (August 16, 2005)

Service Corporation International

(Exact name of registrant as specified in its charter)


Texas (State or other jurisdiction of incorporation)		1-6402-1 (Commission File Number)		74-1488375 (I.R.S. Employer Identification No.)


1929 Allen Parkway Houston, Texas (Address of principal executive offices)		77019 (Zip Code)

Registrant’s telephone number, including area code (713) 522-5141
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

In light of the failure to file timely the Form 10-Q for the quarter ended June 30, 2005 (the “Form 10-Q”), pursuant to Regulation BTR, the Company sent notices to its directors and executive officers notifying them that in connection with these events there would be a blackout period under the Company’s 401(k) Retirement Savings Plan and Employee Stock Purchase Plan (collectively, the “Plans”). The Company is advising participants in the Plans of the blackout period. The blackout period is necessary because the Registration Statements on Form S-8 that register shares of the Company’s common stock that are acquired in connection with the Plans will not be available for use until the Form 10-Q is filed with the Securities and Exchange Commission (the “SEC”).

During the blackout period, the Company’s participants in the Plans will not be permitted to purchase the Company’s common stock normally offered pursuant to the Plans. The Company determined that it was unable to give advance notice of the blackout period to the directors and executive officers due to events that were unforeseeable to the Company.

The blackout period for participants in the Plans under Regulation BTR begins on August 16, 2005 and will end at 4:00 P.M. EDT on the day that the Company’s Form 10-Q is filed. It is not currently known specifically when the Form 10-Q will be filed.

A copy of the notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements, Pro forma Financial Information and Exhibits

99.1 Notice sent to directors and officers pursuant to Regulation BTR

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: August 16, 2005	SERVICE CORPORATION INTERNATIONAL
	By:	/s/ Eric D. Tanzberger
		Name:	Eric D. Tanzberger
		Title:	Vice President and Corporate Controller

EXHIBIT INDEX

Exhibits

99.1 Notice sent to directors and officers pursuant to Regulation BTR

EX-99.1 2 h28150aexv99w1.htm NOTICE SENT TO DIRECTORS AND OFFICERS PURSUANT TO REG. BTR exv99w1


TO:		Executive Officers and Directors of Service Corporation International

FROM:		James M. Shelger

DATE:		August 16, 2005

SUBJECT:		Notice of Imposition of Blackout Period Pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”)

On August 15, 2005, Service Corporation International (the “Company”) announced the delay in filing its Form 10-Q for the second quarter of 2005 (the “Form 10-Q”). As a result, the Registration Statements on Form S-8 that register shares of the Company’s common stock that are acquired pursuant to employee benefit plans set forth below will not be available for use until the Form 10-Q is filed with the Securities and Exchange Commission (the “Commission”).

Consequently, the Company must suspend purchases of its shares by participants in the 401(k) Retirement Savings Plan and Employee Stock Purchase Plan (collectively, the “Plans”). The blackout only prevents participants from making additional investments in the Company’s common stock through the Plans; participants will still be able to reallocate assets in their accounts from the Company’s common stock fund into the other investment options offered under the Plans.

Participants in the Plans temporarily will be unable to purchase shares of Company stock in their Plan accounts. This period, during which participants in the Plans will be unable to purchase Company shares, is called a “blackout period.” The blackout period for the Plans will begin today, Tuesday, August 16, 2005, and is currently anticipated to end at 4:00 pm Eastern Time on the day on which the Form 10-Q is filed with the Commission. During this period, you can determine whether the blackout period has ended by contacting the office of the General Counsel, by telephone at 713-525-9178 (James M. Shelger) or 713-525-9753 (Curtis G. Briggs).

Section 306(a) of Sarbanes-Oxley requires that, during the blackout period, all executive officers and directors of the Company be prohibited from trading in all Company equity securities (“Service Securities”) acquired by them in connection with their service and/or employment with the Company in such capacities. As a result, during the blackout period, you will not be able to directly or indirectly, acquire, dispose of or transfer any Service Securities, subject to certain limited exceptions. In accordance with the unforeseeable circumstances exemption under Section 306(a) of Sarbanes-Oxley, the Company determined that it was unable to give advance notice of the blackout period to you. To determine whether an exception applies to a transaction by you in Service Securities, you must contact the office of the General Counsel.

Please note that while only your Service Securities will be affected by this blackout period, your ability to acquire, dispose of, or transfer any Company equity securities that do not qualify as Service Securities, is subject to the Company’s insider trading policy. Under such policy you will generally be prohibited from trading in any Company equity securities prior to the date the Form 10-Q is filed with the Commission. Therefore, prior to effecting any acquisition, disposition or

transfer of Company equity securities during the blackout period, you should confirm with the office of the General Counsel that such transaction is permissible.

If you have any questions concerning this notice, you should contact the office of the General Counsel.